(Name of Issuer)
|
Fusion Telecommunications International, Inc.
|
(Title of Class of Securities)
|
Common Stock, $0.01 par value
|
(CUSIP Number)
|
36113B400
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
Attn: Marjorie Caldon
212-745-1141
445 Park Ave., Room 901
New York, NY 10022
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 36113B400
|
13D
|
Page 1 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Unterberg Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.24%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
CUSIP No. 36113B400
|
13D
|
Page 2 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Unterberg Technology Partners GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,834,862
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,834,862
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,834,862
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.40%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 36113B400
|
13D
|
Page 3 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
UKC GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,194,637
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,194,637
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,194,637
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
14.84%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 36113B400
|
13D
|
Page 4 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Unterberg Technology Partners, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,834,862
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,834,862
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,834,862
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.40%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 36113B400
|
13D
|
Page 5 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Unterberg Koller Capital Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,194,637
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,194,637
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,194,637
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
14.84%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 36113B400
|
13D
|
Page 6 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Thomas I. Unterberg
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.24%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 36113B400
|
13D
|
Page 7 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ross A. Koller
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,029,499
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.24%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
a. | Name |
b. | Residence or Business Address |
c. | Occupation |
d. | Convictions |
e. | Civil Judgments |
f. | Citizenship |
Item 3.
|
Source or Amount of Funds or Other Consideration.
|
Item 4. | Purpose of Transaction. |
a. | An Acquisition or Disposition |
b. | A Corporate Transaction: |
c. | A Sale or Transfer of Assets: |
d. | A Change in Board of Directors: |
e. | A Change in Capitalization: |
f. | Other Material Change: |
g. | Changes to Charter |
h. | Causing Delisting: |
i. | Termination of Registration: |
j. | A Similar Action: |
Item 5. | Interest in Securities of the Issuer. |
a. | State the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2. |
b. | For each person named, indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. |
c. | Describe any transactions that were effected during the past sixty days or since the most recent filing of Schedule 13D. |
Transaction Date
|
Shares Purchased (Sold)
|
Price per Share or Unit
|
February 11, 2016
|
1,666,667
|
$3.00 [1]
|
February 11, 2016
|
17,153
|
$0.00 [2]
|
December 31, 2015
|
23,112
|
$0.00 [2]
|
December 14, 2015
|
1,834,862
|
$2.18
|
d. | If any other person is known to have the right to receive or direct dividends or proceeds from the sale of securities, a statement to that effect should be included: |
e. | The date the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: (If applicable) |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to Be Filed as Exhibits. |
UNTERBERG CAPITAL, LLC
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
Title: Chairman
|
UNTERBERG TECHNOLOGY PARTNERS GP, LLC
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
Title: Managing Member
|
UKC GP, LLC
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
Title: Managing Member
|
UNTERBERG TECHNOLOGY PARTNERS, L.P.
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
Title: Managing Member of Unterberg Technology Partners GP, LLC, the General Partner of Unterberg Technology Partners, L.P.
|
UNTERBERG KOLLER CAPITAL FUND, L.P.
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
Title: Managing Member of UKC GP, LLC, the General Partner of Unterberg Koller Capital Fund, L.P.
|
THOMAS I. UNTERBERG
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
ROSS A. KOLLER
|
|||
By:
|
/ Ross A. Koller | ||
Name: Ross A. Koller |
UNTERBERG CAPITAL, LLC
|
|||
By:
|
/s/ Thomas I. Unterberg
|
||
Name: Thomas I. Unterberg
|
|||
Title: Chairman
|
UNTERBERG TECHNOLOGY PARTNERS GP, LLC
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By:
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/s/ Thomas I. Unterberg
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Name: Thomas I. Unterberg
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Title: Managing Member
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UKC GP, LLC
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By:
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/s/ Thomas I. Unterberg
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Name: Thomas I. Unterberg
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Title: Managing Member
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UNTERBERG TECHNOLOGY PARTNERS, L.P.
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By:
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/s/ Thomas I. Unterberg
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Name: Thomas I. Unterberg
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Title: Managing Member of Unterberg Technology Partners GP, LLC, the General Partner of Unterberg Technology Partners, L.P.
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UNTERBERG KOLLER CAPITAL FUND, L.P.
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By:
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/s/ Thomas I. Unterberg
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Name: Thomas I. Unterberg
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Title: Managing Member of UKC GP, LLC, the General Partner of Unterberg Koller Capital Fund, L.P.
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THOMAS I. UNTERBERG
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By:
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/s/ Thomas I. Unterberg
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Name: Thomas I. Unterberg
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ROSS A. KOLLER
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By:
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/s/ Ross A. Koller
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Name: Ross A. Koller
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